Vereniging Aegon Completes Restructuring & Common Shares B Conversion in Aegon Ltd.

Summary of Schedule 13D/A Filing by Vereniging Aegon Americas

Overview

On October 16, 2026, Vereniging Aegon Americas (formerly Vereniging Aegon) filed Amendment No. 15 to Schedule 13D relating to its holdings in Aegon Ltd.. The filing documents significant structural and governance milestones triggered on October 15, 2026 following shareholder approval at the Extraordinary General Meeting on October 8, 2026.

Key Governance & Capital Structure Developments

1. Completion of the VA Split & Name Change:

   • The reporting person successfully completed its corporate division ("VA Split") pursuant to a previously established Framework Agreement.
   • The entity amended its articles of association and changed its name from Vereniging Aegon to Vereniging Aegon Americas.

2. Elimination of Common Shares B (The Conversion):

   • Pursuant to the 2026 Voting Undertaking, Aegon Ltd. acquired the reporting person's entire holding of 327,885,200 Common Shares B in exchange for issuing 8,197,130 Common Shares on a 40-for-1 ratio.
   • Following this exchange, zero Common Shares B remain outstanding.
   • The historical 1983 Amended Merger Agreement and Voting Rights Agreement were terminated, and the associated Call Option was extinguished. As a result, the reporting person no longer possesses special voting power upon a "Special Cause", aligning its voting power strictly with its equity percentage.

3. Share Repurchase Program Participation:

   • Under the July 2026 Share Repurchase Agreement and the August 24, 2026 Addendum, the reporting person agreed to sell Common Shares back to Aegon on a pro-rata basis to prevent dilution and maintain its target holding near 18.4%.
   • Between August 16, 2026, and October 15, 2026, Aegon repurchased 2,995,969 Common Shares from the reporting person in weekly installments at prices between EUR 7.53 and EUR 8.23, representing total proceeds of EUR 23,555,197.97.

4. Delaware Redomiciliation Timeline:

   • The proposed Delaware Redomiciliation remains subject to conditions precedent and is expected to become effective on or around January 1, 2028.

Ownership Summary

• Beneficial Ownership: 268,514,288 Common Shares
• Percentage Ownership: 18.43% (based on 1,456,605,803 outstanding shares as of October 15, 2026)
• Voting & Dispositive Power: Sole power over all 268,514,288 shares